ASSET PURCHASE AGREEMENT between LUX DIGITAL PICTUTES INC. (a Wyoming corporation) and RTV MEDIA CORP., (a Nevada corporation)
Exhibit
10.2
ASSET PURCHASE
AGREEMENT
between
LUX DIGITAL PICTUTES INC.
(a Wyoming corporation)
and
RTV MEDIA CORP.,
(a Nevada corporation)
between
LUX DIGITAL PICTUTES INC.
(a Wyoming corporation)
and
RTV MEDIA CORP.,
(a Nevada corporation)
THIS ASSET PURCHASE AGREEMENT (this “Agreement”), dated June
1, 2008, between RTV Media Corp(“ Seller ” herein), a Nevada corporation, and
Lux Digital Pictures Inc., a Nevada corporation, (“Buyer” herein), is made with
reference to the following provisions, and shall be effective upon payment of
the Purchase Price and execution of this Agreement.
RECITALS
A.
The Seller owns certain “radio media” on the Sports Byline USA radio network
(“Network”) that it acquired under a “Settlement Agreement and Release”
agreement dated June 28, 2006 by and between Seller and Network (“Media
Agreement”), attached hereto as Schedule “A” and made a part hereof, under which
Seller received substantial advertising inventory on the Network
(“Assets”).
B.
The Buyer desires to acquire the Assets and assume all of Seller’s right, title
and interest in and to the Assets and Seller agrees to accept shares of common
stock in the Buyer as full consideration for the Assets.
C.
The Buyer and Seller agree that upon execution of the document and payment of
the Purchase Price, title to the Assets shall immediately pass to Buyer and
Buyer shall have complete use, control and benefit of the Assets.
AGREEMENT
NOW, THEREFORE, in consideration of the mutual agreements,
warranties and representations contained in this Agreement, the parties hereby
agree as follows.
Incorporation of Recitals
The recitals and prefatory phrases and paragraphs set forth
above are hereby incorporated in full and made part of this
Agreement.
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ASSET PURCHASE AND CONSIDERATION
1. Assets. Seller agrees to sell and transfer, and
Buyer agrees to purchase the Assets free and clear of all liens, claims and
encumbrances, except for any limitations contained in the Media Agreement and
except for the minority portion of the Assets used by Seller in January 2008 and
disclosed to Seller.
4. Assignment of Rights. Seller will assign and
Buyer will accept and assume all of Seller’s rights, title and interest in and
to the Assets and the Media Agreement.
5. Purchase Price. The purchase price for the
Assets shall be the issuance by Buyer to Seller of 5,000,000 shares of Buyer’s
common stock (“Shares”).
6. Execution and Closing. The consummation of the
transaction contemplated by this Agreement shall occur immediately upon the
execution of this Agreement and the receipt of Seller of the Shares at which
time Buyer shall be delivered all required materials in connection with the
conveyance of the Assets and at which time Buyer shall assume full control of
the Assets.
After execution of this Agreement, Seller will provide, at its
own expense, full delivery to Buyer of any and all materials, elements,
agreements and physical properties and materials that may be required herein for
Buyer to effectively and efficiently assume all right, title and benefits of the
acquired Assets. Unless agreed to otherwise, by both parties in writing, the
Seller shall provide assignments, such bills of sale and instruments of transfer
and conveyance as shall be reasonably be required by Buyer for the transfer to
Buyer of all right, title and interest of Seller in and to the Assets. Each
party shall also deliver to each other such officer certificates and other
instruments as the other party shall reasonably request, after the closing, as
may be reasonably required.
ASSET LIABILITY, BUYERS REPRESENTATIONS AND ISSUANCE OF
SHARES
7. Asset Liability. Buyer shall not assume or be
responsible for any liabilities or obligations of Seller, except for those
assumed obligations described herein, including without limitation, any
liabilities which Seller was obligated to satisfy prior to execution Date, or
for any tax liability of the Seller . Buyer shall take all Assets transferred by
this Agreement free of any liens, claims, and encumbrances existing or claimed
to exist on the Assets.
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8. Buyers Representations. The Seller acknowledges
and agrees that the Shares being issued to Seller hereunder, as the Purchase
Price, are being issued by the Buyers as a private Company and there shall be no
tradable exchange for the Shares unless and until Buyer makes successful filings
with the SEC and FINRA to allow Buyers common stock to be traded in the public
market. Seller further acknowledges that it understands that it is the Buyers
intent to make such filings but that Buyer has no obligation, whatsoever, to
Seller to make any such filings and shall do so only in its sole discretion and
judgment. In the event that Buyer eventually becomes a publicly traded Company
Seller acknowledges that the Shares issued to Seller hereunder will be issued in
accordance with rule 144 of the Securities Act and, as such, Seller further
acknowledges and agrees that all Shares issue hereunder will be “restricted
securities” within the meaning of the Securities Act.
9. Issuance of Shares. The Seller acknowledges
that the Buyer has not agreed and has no obligation to register the resale of
the Shares under the Securities Act. Seller acknowledges and agrees that any and
all certificates representing the Shares, to be issued hereunder, may be
endorsed with restrictive legends. Seller acknowledges that it has been afforded
access to information about Buyers financial condition and that Seller
represents that it is sophisticated and experienced in financial matters and
that the Shares being issued hereunder are for Seller’s own account and that the
issuance of the Shares have not been reviewed by the SEC or any securities
regulatory authorities.
OTHER REPRESENTATIONS OF THE SELLER’S AND BUYER
10. Other Representations of the Seller. Seller hereby
represents and warrants to Buyer as follows:
(a)
Title to the Purchase Assets. Seller is the lawful owner and has good and
marketable title to all of the Assets and hereby grants indemnification unto
Buyer and its successors and assigns against claims of any third parties. Seller
is a duly authorized corporation under the laws of the State of Nevada, validly
existing and in good standing. This Agreement has been duly authorized by the
Board of Directors of Seller and constitutes the binding and enforceable
obligation of Seller. Seller has authority to sell and transfer the Assets,
which are free and clear from any liens or encumbrances. Additionally, Seller
has received all consents regarding the acquisition from any entities whose
consents are necessary, including but not limited to, any and all governmental
regulatory agencies whose consents are necessary, holders of notes, company
affiliates, and corporate consents.
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(b) Seller’s Liabilities. Seller represents that it does not
have any liability or obligation (direct or indirect, contingent or absolute,
known or unknown, mature or unmatured of any nature whatsoever, whether arising
out of contract, tort, statute or other (“Liabilities”), except: (i) as
specifically disclosed in a Schedule hereto to be provided to the Seller on or
before the date hereof, which is incorporated herein by reference; (ii)
liabilities incurred in the ordinary course of business which will not
individually or in the aggregate be materially adverse to, or result in a
material increase in the current or long term liabilities or obligations of
Seller . To the best knowledge of the Seller, upon due inquiry, there is no
basis for assertion against Seller of any liabilities.
(C) Compliance with Laws. Seller has complied with and is not
in default under any applicable law, ordinance regulation or order, the
violation of which would materially and adversely affect the Assets. There is no
litigation proceeding or investigation pending or known to be threatened which
might materially and adversely effect the Assets.
(d) Taxes. Seller has duly filed all federal, state, local,
and foreign tax returns, if any, necessary to be filed by it and has duly paid
all taxes (including any interest or penalties) which are or will be due or
payable with respect to taxes. There are no known or proposed penalty, interest
or deficiency assessments with respect to taxes that require payment by, relate
to or could adversely affect the purchased Assets.
(e) Completeness of Statements. No representation or warranty
in this Agreement and no statement set forth in any schedule attached hereto
contains any untrue statement of any material fact, or omits to state any
material fact necessary to make the statements contained therein not
misleading.
(f) Operation in the Ordinary Course. During the period
of Seller’s ownership up and to and including the date hereof: (i) there has
been no damage destruction or loss or any event materially adversely affecting
the Assets, and (ii) there has been no sale or other disposition of the Assets
except as disclosed herein.
11. Representation and Warranties of the Buyer. Buyer
represents and warrants to Seller that Buyer is a corporation duly organized,
validly existing and in good standing under the laws of Wyoming, and this
agreement has been duly authorized by the Board of Directions of Buyer and
constitutes the valid binding and enforceable obligation of the Buyer .
12. Notice of Default. In the event of default by either
party, the non-defaulting party shall provide written notice of default to the
defaulting party. Such notice of default shall provide ninety (90) days for the
defaulting party to cure the default.
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13. Commissions and Finder’s Fees. Buyer and the Seller each
hereby represent and warrant that neither of them have retained or used the
services of any individual, firm or corporation in such manner as to entitle
such individual, firm or corporation to any compensation for broker’s or
finder’s fees with respect to the transactions contemplated hereby for which the
other may be liable.
14. Governing Law. By executing this Agreement, the parties
agree that this Agreement shall be governed by and construed in accordance with
the laws of the sate of Wyoming. It is the intention of the parties that this
Agreement and any dispute arising out of this agreement be governed and
construed, by any Court or judicial body, under the laws of Wyoming. Furthermore
the parties recognize and declare that Wyoming has the most significant
relationship to this Agreement and any dispute that may arise from it and that
any other claimed venue or claimed jurisdiction has no legitimate interest in
this Agreement or any dispute arising from.
15. Successors and Assigns. This Agreement shall be binding
upon and inure to the benefit of the respective successors of Seller and Buyer
and their assigns. Buyer may freely assign its rights under this Agreement
without the consent of Seller.
16. Entire Agreement. This Agreement sets forth the entire
Agreement and understanding of Seller and the Buyer with respect to the subject
matter hereof and supersedes all prior contemporaneous written or oral
agreements, understandings or representations which are not specifically
contained herein. Both parties participated in the drafting of this Agreement
and therefore consent that the terms of this Agreement shall not be construed
for or against either party. This Agreement may be amended or modified only by a
written instrument signed by Seller and the Buyer.
17. Disputes. The parties agree to attempt to resolve any
claim or dispute arising out of or relating to this Agreement by mediation and
good faith reasonable negotiation prior to resorting to litigation or other
judicial process. In the event this Agreement is placed in the hands of an
attorney for enforcement, the prevailing party shall be entitled to recover
court costs and their reasonable attorney fees.
18. Publicity. Prior to the Closing Date, no notices to third
parties (including press releases) or to any employees, suppliers or customers
of Buyer or Seller (other than key management and other persons whose knowledge
is required), shall be made by any party hereto unless mutually agreed to,
planned and coordinated jointly among the parties hereto.
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19. Counterparts. This Agreement may be executed in two or
more counterparts, each of which shall be deemed an original, but all of which
taken together shall constitute one and the same Agreement.
20. No Third Party Beneficiaries. The terms and provisions
contained in this Agreement (including the documents and the instruments
referred to herein) are not intended to confer upon any person other than the
parties hereto any rights or remedies hereunder except for assignees of
Buyer.
21. Further Assurances. From and after the date of execution,
upon the request of any party, the other party shall do, execute, acknowledge
and deliver all such further acts, assurances, deeds, assignments, transfers,
conveyances and other instruments and papers as may be reasonably required or
appropriate to carry out the transactions contemplated by this
Agreement.
22. Amendment. This Agreement maybe amended, or any provision
of this Agreement may be waived, provided that any such amendment or waiver is
set forth in a writing executed by Seller and Buyer or their assigns or
respective successors in interest. No course of dealing between or among any
persons having any interest in this Agreement will be deemed effective to
modify, amend or discharge any part of this Agreement or any rights or
obligations of any person under or by reason of this Agreement.
23. Waiver. No waiver by either party of any breach of a
provision of this Agreement shall be a waiver of any subsequent breach, whether
of the same or a different provision of this Agreement.
IN WITNESS WHEREOF, Seller and Buyer have executed this
Agreement as of the date first above written.
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BUYER :
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SELLER’S :
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Lux Digital Pictures Inc
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RTV Media Corp.
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By
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▇▇. ▇▇▇▇ ▇▇▇▇▇
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Mr. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
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CEO
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Managing Director
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SCHEDULE
A
SETTLEMENT
AGREEMENT AND RELEASE
THIS
AGREEMENT AND RELEASE (this “Agreement”) is entered into as of this 28th day of
June, 2006, by and between Sports Byline USA, L.P. (“SBU”), a California Limited
Partnership located at ▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇, ▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
and RTV Media Corp, a Nevada corporation and the successor in interest to
RadioTV Network, Inc (“RTV’) located at ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇., ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇
▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ and is made with reference to the following
facts:
A.Under a
Partnership Agreement dated September 5, 2002 (“Partnership Agreement”) by and
between SBU and RTV, the parties agreed to develop, capitalize, syndicate and
launch a new national radio network (“Radio X”).
B.A
dispute has arisen, between the parties hereto with respect to the past and
present operation of Radio X and the partnership.
NOW,
THEREFORE, the parties hereto wish to resolve the dispute, terminate and
dissolve the Partnership Agreement and release any and all claims they may all
have under the Partnership Agreement, in consideration of the premises and the
mutual covenants and releases herein contained, THE PARTIES HERETO AGREE AS
FOLLOWS:
1. Payment. As
full and complete consideration hereunder, SBU shall pay and allocate to RTV,
its designees or assigns, the total of two thousand (2000) thirty (30) second
radio spots (“Spots”) to be broadcast and aired across the current SBU radio
network, including via its DBS affiliates. The Spots payable and allocated to
RTV from the SBU advertising inventory hereunder, shall be available in a mix of
time periods and programs and allocated at 1/3rd of the
Spots (667) to SBU’s best time periods, 1/3rd of the
Spots (667) to their next best time periods and 1/3rd of the
Spots (666) to their least desirable time periods. SBU agrees that, upon
reasonable request by RTV, its designees or assigns, SBU will schedule and
broadcast all requested Spots as closely as possible to the schedule requested
by RTV, subject only to reasonable inventory restrictions and provided the Spots
do not directly conflict with any SBU “exclusives” or advertisers. RTV, its
designees or assigns, shall have up to three (3) years from the date hereof to
fully use and broadcast all of the Spots. SBU shall place and broadcast the
Spots in the same manner and with the same professionalism it customarily
affords to any other advertisers on its radio network. SBU reserves the right to
not broadcast any Spots presented or provided by RTV, its designees or assigns,
whose copy does not conform to the standards of decency as determined by the
FCC. SBU shall, upon reasonable request of RTV, provide evidence of the Spots
broadcast. In the event that SBU fails to fully honor its Payment obligation
hereunder, RTV may elect to terminate this Agreement along with any other
remedies guaranteed them.
2. Release. By the
execution of this Agreement the parties hereto, for themselves, their heirs,
executors, successors and assigns each fully release all other parties to this
Agreement from any and all claims that have been brought or could have been
brought in litigation by claim, counterclaim or otherwise regarding any dispute
in connection with the Partnership Agreement. Such release is hereby given
jointly and severally and shall include any and all claims that any of the
parties have or may have against any individuals in their individual capacity or
as an officer, director or otherwise of the respective parties. RTV hereby fully
relinquishes and any all rights in and to Radio X or any rights it may have
under the Partnership Agreement, to SBU.
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3. Authorization, Accord and
Satisfaction. The parties hereto warrant and represent that they are
fully entitled and duly authorized to give this complete and final mutual
release and discharge. It is understood and agreed that the above-recited
consideration is provided to and accepted by the parties in settlement and
compromise and as full satisfaction of disputed claims, the validity of which
are expressly denied by the parties, and such consideration is not to be
construed as an admission of liability on the part of any of the parties, but
rather, is for the purpose of terminating all disputes among the parties related
or arising out of the Partnership Agreement.
4. Non-Disclosure and
Attorney’s Fees and Costs. Each party hereto agrees that they will not
disclose to any other person or entity the existence or nature of this Agreement
or any terms set forth herein except as may be necessary and required in order
for RTV to fully and freely assign, sell or otherwise dispose of the Spots. Each
party hereto agrees to pay its own costs and attorney’s fees.
5. Arbitration/Entire
Agreement. This Agreement embodies the entire understanding among the
parties and merges all prior communications among them. Any amendment
hereof must be in writing and signed by all of the parties
hereto. Any provision hereof may only be waived in writing signed by
the party entitled to waive such provision. This Agreement will be
binding upon and will inure to the benefit of the parties and their respective
successors and assigns. In the event that any party must resort to
legal action, the prevailing party will be entitled to reimbursement from the
non-prevailing parties for all reasonable attorneys' fees and other costs. Any
and all disputes that may arise or be related to this Agreement shall be
submitted to binding arbitration with the American Arbitration Association, Los
Angeles Each party will execute and deliver such further documents and take such
other actions as may be necessary or appropriate to consummate the transactions
contemplated hereby. This Agreement will be governed in accordance with the laws
of the State of California.
IN
WITNESS WHEREOF, the parties have executed this Agreement as of the date first
above written.
By:_____________________________________
Sports
Byline USA, L.P.
By:_____________________________________
RTV
Media Corp.
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